MCAC enters merger with ConnectM; 14.5M shares consideration, no minimum cash condition

ConnectM Technology Solutions, Inc.

Merger consideration of 14,500,000 shares of MCAC common stock, subject to upward adjustment if transaction expenses exceed $8M.
Forward Purchase Agreement with Meteora Special Opportunity Fund to buy up to 6.6M shares at ~$10.21 each, supporting redemptions.
Sponsor and independent directors waive conversion ratio adjustment and agree to vote in favor; lock-up for 180 days.
Outside date for closing is Nov 13, 2023; break-up fee of up to $1.2M expense reimbursement payable by MCAC in certain termination scenarios.
Closing conditions include HSR clearance, Nasdaq listing, MCAC net tangible assets >= $5M, and stockholder approvals.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ConnectM Technology Solutions, Inc. entered into Agreement and Plan of Merger with Monterey Capital Acquisition Corporation and Chronos Merger Sub, Inc. (effective 2022-12-31).

Action: entry
Agreement: merger
Counterparty: Monterey Capital Acquisition Corporation and Chronos Merger Sub, Inc.
Effective: 2022-12-31

Exact text from the filing

On December 31, 2022, Monterey Capital Acquisition Corporation, a Delaware corporation (“MCAC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among MCAC, ConnectM Technology Solutions, Inc., a Delaware corporation (“ConnectM” or the “Company”), and Chronos Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of MCAC (“Merger Sub”).

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ConnectM Technology Solutions, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-23-000109

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